Tobii publishes its prospectus and announces the price range for its initial public offering and listing on Nasdaq Stockholm

Apr 13, 2015
Tobii Group

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Stockholm April 13, 2015 — Tobii AB (publ) (“Tobii” or the “Company”) announced on March 24, 2015 its intention to launch an initial public offering and listing of its shares on Nasdaq Stockholm. The Company now publishes its prospectus and hereby announces the price range for the initial public offering (the “Offering”). Tobii is the global leader in eye tracking, a technology that is used to gain insights in human behavior or as a means to interact with computers and other devices.

The Offering in brief

The offer price (the ”Offer Price”) will be established within the range of SEK 22 to SEK 25 per share.

The Offering comprise between 17,901,000 and 20,101,000 shares, of which the Company is offering between 16,000,000 and 18,200,000 new shares in such amount as will raise gross proceeds of approximately SEK 400 million, in addition, a few existing shareholders[1] are offering 1,901,000 existing shares (collectively the “Selling shareholders”).

The Company has also granted Carnegie Investment Bank AB (”Carnegie”) and ABG Sundal Collier AB (”ABGSC”) ( together the “Joint Bookrunners”) an over-allotment option to purchase additional newly issued shares of the Company, of a maximum of 3,015,150 shares corresponding to 15 % of the number of shares sold in the Offering (the “Over Allotment Option”).

Based on the Offer Price in the price range and depending on the final number of shares the market capitalization of the Company’s shares after the completion of the Offering, and assuming that the Over Allotment Option is exercised in full, will amount to a minimum of approximately SEK 2.0 billion and a maximum of approximately SEK 2.2 billion.

Based on the Offer Price in the price range and depending on the final number of shares, the total value of the Offering will amount to a minimum of approximately SEK 442 million and a maximum of approximately SEK 448 million, respectively a minimum of approximately SEK 509 million and a maximum of approximately SEK 515 million, assuming that the Over-Allotment Option is exercised in full.

Invifed AB (a wholly-owned subsidiary to Investor AB), The Sixth AP-fund and RAM ONE have agreed to acquire shares in the Offering throughout the Offer price range, corresponding to 17.5 %, 6.5 %, and 9.0 % of the total number of shares in the Offering respectively[2].

The Offering consists of two parts: (i) a public offering to investors in Sweden and (ii) private placement to institutional investors in various jurisdictions, including a private placement in the United States of qualified institutional buyers.

The application period for the offering to the public in Sweden is expected to start April 14, 2015 and close on April 22, 2015.

Trading is expected to begin on April 24, 2015 and the trading symbol of the Company’s share on Nasdaq Stockholm will be “TOBII”.

Henrik Eskilsson, CEO and co-founder, comments:

“Over the past decade, Tobii has proven the potential of its technology by establishing two profitable and cash flow-positive business units, Tobii Dynavox and Tobii Pro, each with a wide range of successful products. We will continue to grow these businesses, which are both benefitting from high market shares in two markets with long-term growth potential. In addition, we are now in the process of bringing eye tracking to volume markets such as PC gaming, computers and vehicles where the potential of eye tracking is significant. We have taken the first step already on this path, but much work and additional investments remain before we will reach broader adoption.”

Kent Sander, Chairman of the Board, comments:

“I am delighted with the development of Tobii’s three business units over the last few years and believe that the Company is excellently positioned to expand its market leadership position to new markets and application areas. The potential for continued profitable growth in these areas is significant. The founders and the management team have done an outstanding job in developing Tobii into the global leader in eye tracking. As a result of these actions, Tobii has established eye tracking as a new method of research and an essential tool for communication for tens of thousands of people with special needs.”

Reasons for the Offering and Use of Proceeds

Tobii is the global market leader in the development and sale of eye-tracking technology and solutions. Tobii’s vision is a world where all technology works in complete harmony with natural human behavior.

Tobii conducts its operations in three business units, each with its distinct markets, products and personnel: i) Tobii Dynavox, the global market leader in solutions for assistive technology for communication, ii) Tobii Pro, the global market leader in solutions for understanding human behavior using eye tracking; and iii) Tobii Tech, a supplier of leading core eye-tracking technology, components and platforms, with future opportunity for volume integration into a wide range of devices. Tobii operates and serves customers in several markets with offices in Sweden (Headquarters), the U.S. (offices in Boston, Washington DC, Pittsburgh and Mountain View), China, Japan, Germany and Norway. According to the latest estimates from 2013, Tobii had a global market share of eye-tracking solutions estimated to approximately 57%.

Tobii was founded in 2001 and the first product was released in 2002. Since then, Tobii has developed its eye-tracking technology and has introduced a range of industry-leading products and solutions based on this technology. Tobii has entered several markets where its technology has had a profound impact. In 2007, the Norwegian company Viking Software AS was acquired followed by the acquisition of the U.S. company, Assistive Technology Inc. in 2008. In 2014, Tobii acquired the U.S. company DynaVox Systems LLC, a company that up until then had been one of Tobii’s main competitors in the assistive technology market. Two of the Company’s business units – Tobii Dynavox and Tobii Pro – are profitable and cash-flow positive. Tobii continues to expand the business within both of these units. In the past few years, Tobii has increased investments into its business unit, Tobii Tech, with the aim to bring eye tracking into future volume markets by encouraging OEM customers to integrate, Tobii’s core eye-tracking technology in, for example, gaming devices, mainstream computers, vehicles and medical equipment.

The Offering and the listing is conducted in order to expand the shareholder base, increase Tobii’s capital and enable Tobii to access the Swedish and international capital markets, thereby increasing the Company’s financing alternatives which is expected to support the Company’s sales and profit development. Tobii’s Board of Directors considers the new share issue and listing of the Company’s shares to be a logical and important step in Tobii’s development in providing Tobii with growth opportunities and to further strengthen the Company’s market position and increase the awareness of Tobii, its products and its technology.

Tobii expects to receive a gross proceed of approximately SEK 400 million from the new share issue realized as a part of the Offering. Tobii intends to use the major part of the net proceeds from the Offering for investments in product and technology development within the Tobii Tech business unit with the aim to further develop the Company’s technology to meet the needs of new potential volume markets and to strengthen the Company’s sales, marketing and business development efforts to target such markets. The present business plan of Tobii Tech indicates a negative cash flow of approximately SEK 400 million up to and including 2018 for the business unit, which the Group intends to finance partly with internal cash flow generated by Tobii Dynavox and Tobii Pro, partly with the proceeds of the issue which the Offering aims to contribute to the Group.

In addition, Tobii will also use the proceeds from the share issue to repay the two bank loans of USD 5 million and USD 6 million to Swedbank AB (publ). The Company also intends to use a smaller part of the proceeds for capital expenditures in the existing operations as well as for acquisitions of assets, technologies or companies complementary to the current business of the Company. At this time, Tobii has not identified any such specific assets, technologies or companies. To cover a possible over-allotment in connection with the Offering, the Company has undertaken to, at the request of Joint Bookrunners, issue additional new shares, which could result in Tobii receiving an additional maximum of approximately SEK 67 million in gross proceeds in the event that the Over-allotment option is fully exercised.

The Offering [3]

The Offering comprises between 17,901,000 and 20,101,000 shares offered by Tobii and Selling shareholders, of which Tobii is offering between 16,000,000 and 18,200,000 new shares in such amount as will raise gross proceeds of approximately SEK 400 million, excluding potential Over Allotment Option, and Selling shareholders are offering 1,901,000 existing shares.

Tobii has granted an option to Joint Bookrunners, to purchase up to additional 3,015,150 newly issued shares to the Offer Price to cover potential over-allotment in connection with the Offering, corresponding to a maximum of 15 % of the total numbers of shares sold in the Offering. The Over Allotment Option is exercisable, in whole or in part, during a period of 30 days starting from the first day of listing of the shares on Nasdaq Stockholm.

The Offer Price will be determined through a book-building process, and will consequently be based on demand and prevailing market conditions. Tobii in consultation with the Joint Bookrunners, will determine the final Offer Price within a range of SEK 22 to SEK 25 per share. The final Offer Price is expected to be announced publicly on April 24, 2015. The first day of trading in the shares is expected to be on April 24, 2015.

Invifed AB (which is a wholly-owned subsidiary of Investor AB), The Sixth AP-fund and RAM ONE have agreed to acquire shares in the Offering throughout the Offer price range, on the same terms and conditions as for other investors, corresponding to 17.5 %, 6.5 %, and 9.0 % of the total number of shares in the Offering respectively[4].

The trading symbol of the Company’s shares on Nasdaq Stockholm will be ”TOBII”.

Prospectus and application form

The prospectus (in English and Swedish) and application form (in Swedish) will be made available on Tobii’s webpage (www.tobii.com) and Carnegie’s webpage (www.carnegie.se).

Preliminary timetable

Subscription period (offering to public in Sweden) April 14-22, 2015

Subscription period (offering to institutional investors) April 14-23, 2015

First day of trading on Nasdaq Stockholm April 24, 2015

Settlement date April 28, 2015

Advisors

Carnegie is acting as Global Coordinator and is together with ABGSC acting as Joint Bookrunner in the IPO. Vinge is legal advisor to the Company and Baker McKenzie is legal advisor to Global Coordinator and Joint Bookrunners.

About Tobii Tobii is the global leader in eye tracking. Our vision is a world where all technology works in harmony with natural human behavior. Tobii has pioneered research in many fields and enables communication for tens of thousands of people with special needs. We also focus on changing how people interact with technology in computers, games and cars. Tobii operates through three business units: Tobii Dynavox makes specially designed computers that are controlled by eye movement or touch screens for use by people with special needs due to spinal cord injuries, CP, ALS or other medical conditions. Tobii Pro develops and sells eye-tracking equipment and services used today by more than 2,000 companies and 1,500 research institutions, including 49 of the world’s 50 highest ranked universities. Tobii Tech further develops Tobii’s technology for new volume markets such as computer games, personal computers and vehicles. Tobii covers the global market through its offices in Sweden (headquarters), the USA, China, Japan, Germany, the UK, and Norway, along with a global network of resellers. The Group has approximately 570 employees and has achieved rapid annual growth since it was founded in 2001. For more information, please visit www.tobii.com.

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” "continue," “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Tobii believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Footnotes:

[1] Among Selling shareholders are John Elvesjö, Board Member and member of the Company’s management team, offering 150,000 shares, and Board member Nils Bernhard, offering 275,000 shares.

[2] Based on full subscription in the Offering and the midpoint of the price range in the Offering (SEK 23.50).

[3] Please refer to the prospectus for further details on the Offering.

[4] Based on full subscription in the Offering and the midpoint of the price range in the Offering (SEK 23.50).